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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2025
Vestand
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41494 |
|
87-3941448 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
596
Apollo St.
Brea,
CA 92821
(Address
of principal executive offices and zip code)
(714)
694-2403
(Registrant’s
telephone number, including area code)
Yoshiharu
Global Co.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value |
|
VSTD |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM
1.01 Entry into a Material Definitive Agreement.
On
September 15, 2025, Vestand Korea Company Limited (“Vestand Korea”), a newly formed wholly owned subsidiary of Vestand Inc.
(the “Company”) entered into a Share Purchase Agreement with Hyper Corporation for the purchase of 21,000 shares (the “Shares)
of AI Mindbot Equity Union (“AI Mindbot”) for an aggregate sum of KRW 8,499,981 or approximately USD $6,439,379 (the
“Purchase Price”). Ten (10%) Percent of the Purchase Price was paid upon execution of the Share Purchase Agreement and the
balance will be paid at closing which is anticipated to occur on or about November 7, 2025. Upon the closing of the transaction Vestand
Korea will become the controlling shareholder of AI Mindbot and is expected to own in excess of Eighty (89%) Percent of its equity.
To the knowledge of the Company, AI Mindbot is the largest shareholder of Xcure Corp., a company traded on Kosdaq, which provides
smart card and mobile security platform technology in South Korea and internationally.
The
Share Purchase Agreement contains representations and warranties from both parties regarding existence, legal capacity, approvals and
compliance with law and regulations, absence of breaches, ownership of the Shares free and clear of liens and encumbrances, and sufficiency
of funds.
If
any party fails to perform its obligations under the Share Purchase Agreement, the other party may terminate the agreement and seek damages
after written notice and a seven (7) day period to cure such failure. Damages shall be equal to the initial deposit unless otherwise
determined.
The
Share Purchase Agreement also contains confidentiality obligations for both parties. It is governed by the laws of the Republic of Korea
and exclusive jurisdiction is in the Seoul Central District Court.
On
September 15, 2025, Hyper Corporation and Vestand Korea entered into a Supplementary Agreement. Pursuant to the agreement, at the extraordinary
shareholders’ meeting of Xcure Corp. scheduled for November 7, 2025, four out of the seven current directors will be replaced with
individuals designated by Vestand Korea.
The
Share Purchase Agreement (Exhibit 10.1) and Supplementary Agreement (Exhibit 10.2) are attached to this Current Report on Form 8-K, and
the disclosures herein are summaries only and are qualified in their entirety by reference to the agreements.
Forward
Looking Statements
This
press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand
our leadership position. These forward-looking statements include, but are not limited to, the Company’s beliefs, plans, goals,
objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and
statements identified by words such as “expects”, “anticipates”, “intends”, “plans”,
“believes”, “seeks”, “estimates” or words of similar meaning. These forward-looking statements reflect
our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available
to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected
in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations
or strategies will be attained or achieved. Forward-looking statements involve inherent risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties
described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections
of our filings with the SEC including our Form 10-K for the year ended December 31, 2024, and subsequent reports we file with the SEC
from time to time, which can be found on the SEC’s website at www.sec.gov. We caution readers not to place undue reliance upon
any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement dated September 15, 2025 |
| 10.2 |
|
Supplementary Agreement dated September 15, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 18, 2025
| VESTAND
INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name:
|
Jiwon
Kim |
|
| Title:
|
Chief
Executive Officer |
|
